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Kurt stood in the middle of Mira's living room with his cheeks flushed and staring at the small shot glass she had set on the table. It felt as if he'd just called her! It had been one of the more awkward conversations he'd ever had with his friend, but he'd still done it. The weekend he'd had at the resort had been one of the most exhilarating and enjoyable he had ever had. He'd walked around with women and they'd treated him like another one, not only that, but he'd embarrassingly found out it wasn't entirely girls only. After all, they had gone out a few nights at the club and he'd had a chance to dance and have drinks bought for him. It had been something that had made him more aware that there was another side to life.

When the weekend was over he'd spent a day in his apartment exploring himself and seeing exactly what his new body felt like. His fingers had eagerly brushed against his soft supple breasts and other places. Even the thought of the erotic examination of himself made his cheeks darken beneath his fur and a pleasurable shiver slip down along the edge of his spine all the way down to his tail. Even when he had changed back he wasn't able to look into his reflection without remembering how it had felt. How he had looked. He was changed in his own way from that experience and not just mentally and emotionally.

His body was softer around the edges now. A soft layer of padding that made his tall form seem more androgynous rather than just a tall gangly limbed drake. He became aware of the fact that beneath that padding he had also grown some more muscle. It didn't displease him, but he had become somewhat obsessed with being able to look in the mirror and see his body shifting so that the muscles could be seen beneath the softness. His days at work had started to become slightly more jumbled as it became harder to concentrate on what he was doing. When had he ever had such a strange obsession?

That's why he had called Mira. He had felt embarrassed and a little shy, but he'd still called her and asked about having another weekend with her. At first he'd been afraid that she would be annoyed at him or perhaps brush him off, instead her enthusiastic endorsement had left him stuttering slightly when she demanded to know when. That had gotten him more off balance until she'd suggested he come over that afternoon. Now he was trying to remember not to be any more embarrassed then he had to be. That was really hard when Mira was perched on top of his folded clothes and grinning like a Cheshire cat.

"It's not going to drink itself, Kurt." She purred and her eyes had a strangely warm look to them as her eyes flicked over his body.

"I know that! I mean..well... " He squirmed slightly as he became aware that her gaze was centered between his legs. "Right, okay, I promised you a weekend."

"Yes you did. Down the hatch and I'll show you something you can wear out." Her grin grew even more and Kurt felt his tongue feel slightly dry as he picked up the glass shot.

Her gaze didn't move away from between his legs as he threw down the liquid. It caught over his tongue in a thick almost too rich sweet taste that mingled with cherries. He wrinkled his nose and swallowed before setting it back down on the glass coffee table with a slight click. His breath caught in his throat as he felt the warmth rolling down his throat and flowing in his stomach. It filled him with a tingling heat was smooth liquor rather than the potion that Mira had offered him. He could feel his muzzle heat with it as he swallowed the sweet taste again and it lingered on his tongue and seemed to numb his lips slightly.

"I see the last potion had its effect." He watched as the graceful buxom red dragoness leaned forward to trace her fingers along the soft grey fur of his inner thigh.

"Effects?" He managed as he felt the fingers trailing gently through the fur. It made it harder to think as the cherry taste on his tongue had another taste beneath it. A barely perceptible bite he couldn't remember in the last one.

"You weren't really balanced, Kurt." He looked up as the heat continued to flood him. He found himself staring closer to Mira as she moved to the floor in a single fluid movement. "You were too large, too long for someone to take comfortably."

"Wh-what?!" He felt his voice crack even as his muscles started to tense. He could almost feel them rippling along the line of his back as he leaned forward.

He tried to digest what Mira had said, but his body was trembling slightly as he watched her red furred muzzle rub along his knee. Her breath was warm and tickling against him as the first change started to form. It wasn't like last time, this time he could feel his facial features starting to soften slightly as his eyes blurred. He closed them trying to concentrate on the sensation of the muzzle rubbing against his inner thigh. He moved a hand out hesitantly and brushed it against Mira's hair lightly as her tongue flicked out and ran along his inner leg. The gentle touch made him stiffen and squirm in place.

"Of course... Not nearly so large.. " Mira's voice had gone husky and he opened his eyes with a cry that made his voice crack.

Her muzzle nestled up against his soft shaft and playfully licked against the tip. Her soft body was pressed against his legs and he flushed harder. He was no longer quite so large soft and he knew from intimate experience that his once near twelve inches had diminished down to only around nine. The nosing moved it back and forth even as he could feel the blood starting to engorge it. He swallowed convulsively as the heat that washed through his body started to concentrate along his upper body and arms. The view of the dragoness teasing him wavered as he saw something silver trail along his chest.

He swallowed a groan as he watched the fur along either side of his chest starting to lighten even as he could see a soften forming out of the corner of either eye. The sharp normal angles of his male body, no matter how much they had been softened, were nothing compared to his female body. He could feel the muscles tensing up as he stopped brushing his fingers against Mira's hands. He moved his arms onto the back of the couch to hold onto the cushions as he cried out to feel the muscles hardening against his chest and upper stomach.

The entire time that he could feel them hardening and going all the way to his stomach, he knew he was reacting. The heat that rushed over his nerves kept him on edge so that he could feel his cock starting to harden. The tip pushed slightly out of the foreskin as a hot tongue started to flicker out and trail around the edges. The hot slippery feel made him squirm, but he felt as if he couldn't move as the muscles of his chest started to soften. His nipples tensed up and hardened against his fur, perking out until he imagined he could almost feel his own breath tickling against them. His attention to such small detail was nearly lost when lips wrapped around his foreskinned cock tip.

"F-fuck, Mira!" He cried out and heard his voice crack again. He gave a convulsive swallow.

His only answer came in the form of soft laughter as the lips pushed up higher and started to wrap around him a bit more firmly. The long tongue extended out as he grew harder and spread his legs open. His cheeks remained flushed as he moved a hand up to feel his own chest. His fingers trailed right against the hardness of his overly sensitive nipple so that his body gave a slight buck. He drew in his lower lip with a groan as the feel of his finger tips made him nearly squirm against the couch. They were starting to thicken and harden against his own touch while he gave a gentle pull.

He rolled it between his thumb and forefinger as it grew larger beneath his touch. It seemed as if each touch against his nipple seemed joined with the touch of the muzzle around his cock. The suckling movements pulled and stroked around him until he was nearly rocking his hips upwards. The feel of fingers that rose up and started to stroke just beneath the curve of his heavy balls made him moan out and lean his head backwards. His fingers worked around his muscled chest as his nipple firmed and grew larger. The areola started to form around the edges as he spread his fingers open and rubbed his palm against himself.

"Oh shit..oh sh-shit.." He let out a shallow cry and squeezed his eyes more firmly shut as a tremor of pleasure rocked through him until his hips bucked up.

Mira's low encouraging purr only drove him on as he felt the muscles of his chest starting to soften around the edges. The nerves were afire with the sensation he had experienced before, but they seemed deeper and somehow more intense. He squeezed his fingers down as he could feel the muscles that had formed against his chest starting to grow fainter as the breast grew. With a whimper he moved his other hand in to cup against the opposite pectoral muscle and started to squeeze. The nipples puffed out and grew almost enflamed as he felt the heat against the palm of his hand.

He squeezed and massaged as they grew against the palm of his hand. The nipples seemed to thicken and push outwards against his palm while his body shook against the couch. He pushed his legs down against the ground and arched up as he could feel the tip of his cock drooling out a thick drop of precum. The fingers along his balls gave a firm squeeze and he leaned his head forward to look down almost blindly at Mira. Her eyes were rolled up and watching, but he only briefly met her gaze. His eyes instead were turned towards his hardening and thickening nipples with a sudden rush of shock.

The thick tips were gleaming and where the flesh had been pale colored they were starting to both lighten and darken. At first he thought that it was just the pale grey fur that was forming against his natural darker coloring, but then he realized that that wasn't it. He could see the flesh changing into an almost metallic silver as they perked up and stood out so sharply against his forming breasts that they couldn't be missed. He felt a sudden urge and swallowed for a moment. He glanced down and moaned as Mira's tongue probed right against the tip of his cock before lowering his head.

Up close he could see the way that his soft breasts were growing heavier and hanging against his chest. The weight of them were enough that he could feel his body adjusting to the change, but not so great that it stopped those enticing nipples from being perky. The flesh was steadily turning silver before his eyes and he didn't do more than hesitate briefly before flicking his tongue outwards. The gentle movement was designed to brush against the flesh to see if the silver sheen was something that could be pushed off. Perhaps something that had been on his paws.

Kurt's thoughts about how he could get the silver sheen from his nipple off was lost at the pure erotic feel of pleasure of his tongue. He curled the slender tip right around the edge of his nipple and moved his fingers down to cup beneath his breast to pull it upwards. The angle allowed him to stroke and twist his tongue around the tip in gentle flickering movements. His teeth brushed right around the edges of the soft furred mound while his stomach started to tense up. He had to crane his long neck down before his lips wrapped right around the nipple and suddenly sucked hard as he wrapped his lips around it. The warmth of his own mouth made his balls tense up in Mira's grasp as he cried out.

"Like that taste, hmm?" Mira's voice made him barely open his eyes as fingers teased against his hard cock tip. "I think you're more manageable this way, don't you?"

"Mrrmmm... Fuck Mira! S-stop doing that so much." He let the nipple pop free of his muzzle as the finger swirled the precum in circles.

"Oh? I wonder how long until I can take all of you in my mouth." Mira's purring voice made a shiver run down his spine as she lowered her lips to coil her tongue around his cock tip.

He stared down at her and then above her as he watched his tense stomach starting to harden. He could see the muscles rippling just beneath his soft fur as the silver furred streaks trailed down towards his inner thighs. The view of Mira slowly pushing her head downwards to engulf his hard cock was lost as he could see the muscles forming. His abdomen started to harden and form before his eyes. His fingers smoothed against his breasts while he watched the six pack harden and define itself even beneath the cover of fur. The view only slightly lost as Mira started to push her lips down.

He had always been large, he'd always been thick enough that the times he had had a lover he was a challenge. A girl could only really take six or seven inches before it became uncomfortable after all. The feel of Mira's silken hot maw wrapping around him and edging her way downwards inch by inch had him letting out a moaning cry. His hips rolled upwards even as the fingers wrapped around his cock base moved out of the way so that both sets of digits teased his swollen balls. He rocked his hips side to side as the heat tinged magic continued to work along his hips.

He looked down at the long muzzled female and swallowed harshly as he watched her lips lowering further and further. Her throat bulged slightly as she tilted her head up just enough to brace herself before his cock tip started to push into her throat. The walls closed down around him hotly and he could see her slick lips wrapping right around the base of him as she nestled her muzzle above his balls. The harsh sound of his groan reached his own ears as she pushed down and then pulled back before pushing down in a series of hard thrusts. His toes curled as his balls pulled up taut against his inner legs, almost ready to cum from just those few movements.

The fingers that wrapped around his balls stroked and rubbed just behind them as his breathing came in shallow pants. Even to his own ears the sound of his rasping groans and moans had started to become lighter and more feminine. Mira's tongue wrapped around the base of him and gave a slow pull as her muzzle retracted. Inch by gleaming inch of his cock revealed as he could feel the heat against his hips as they started to spread slightly. The toned muscles were covered with a slight soft padding to give him a far more feminine appearance. As Mira's tongue and lips pulled free he felt her squeeze gently against his swollen balls.

"Shit.. Oh damn.." He bumped his hips up so that his cock slapped against his stomach. Though it was secondary to his shock at hearing his own voice cracking like a young boys.

"Oh my, look at this.." Mira's voice was teasing as her tongue flickered and worked at the exposed glans and the edge of his foreskin.

He tried to concentrate through the heat, the pleasure, the electric sensations that were trailing through him. He could see his cock tip flexing against his belly as thick dribbles of precum rolled from him and to his fur. His breathing came out in harsh pants while he watched his cock tip start to pull back slightly against the ridges of his foreskin. Mira's red furred paw wrapped up and around the base of his cock as she pulled it upwards so that he could see his own tip. He curled his toes and shifted one leg against her soft curved body as he could use her thumb to see the changes starting to happen.

"Oh damnit, Mira.. It f-feels so.. so.. " He trailed off as he tried to find the words only to feel her thumb glide up and over his tip briefly.

"I can imagine..." Her voice was a deep purling sound while she used her thumb to trail back and forth steadily over the more sensitive glans.

He had never been this sensitive in the past. He'd never experienced anything like this until he had first taken the potion. It made his nerves feel alive and almost overly warm as he started to rock his hips upwards in a series of slow rolling motions. The head of his cock seemed to change subtly, though his mind refused to concentrate on it. Not when he could feel her touch enhancing the potions effects on his nerves and his natural sensitivities. He drew in a breath only to moan it out as her fingers pulled down along the edge of his foreskin so that he could see the way his glans was starting to grow more compact.

It was pulling back along the foreskin as his cock pulsed and throbbed against his stomach. His eyes were mesmerized with the sight of it as the inches started to melt away between Mira's paws. Instead of going to wrap her muzzle around him again he watched as she leaned forward and worked her tongue in slow sensuous movements as if purposely savoring the way that he was changing. Kurt could feel his heart beat in his face and hear it roaring in his ears as he squirmed his hips back and forth desperately. One part of him wanted to watch, he wanted to see all of this happen, the other part desperately wanted her muzzle wrapped around him again.

"Like a little boy." Mira's teasing voice made his muzzle darken all the way to his nose tip. His breath came in a trembling little burst.

"D-don't stop touching me.." He panted out roughly. "Oh fuck." He arched his back up and leaned back onto the couch so that his lower body slipped along the couch. His tail was tugged forward slightly by one of her paws so that he whimpered.

He let his legs rest against the end table as his upper shoulders were pressed against the back of the couch. He was faced with his cock tip as it retreated against the press of her paw. It was so slow that if he hadn't been staring at it along her fingers he wouldn't have noticed right away. His cock tip started to show a gleaming hint of silver that formed right around the tip of his glans. He let out a shallow hissing noise and gripped the couch in both hands as the gleaming silvery appearance started to spread as his cock withdrew.

The foreskin started to grow plumper the lower his cock went. It started to thicken as he groaned out a sound of pleasure. He couldn't stop watching, he wanted to see this. The last time he hadn't been able to watch, but had been forced to judge by feel. Now he could see it at six inches and then five inches as his balls tightened between his legs. He could feel the fingers working against them and then pulled them up until he could see them snugged right at the base of his cock. The pale grey fur gleaming with a silvery sheen as he swallowed roughly.

"Oh fuck yes..." He groaned out under his breath and his muzzle parted again until his red tongue lolled out from between his lips.

The balls were tight and almost hard from his need for release. They were snugged up tautly so that he could see a faint outline of veins along the swell of them. The eager transforming drake arched his back slightly so that he could feel his cock tip dragging along the line of his belly as it disappeared beneath his belly button. His legs parted as he could see muscles starting to define along them. There was an edge of softness, but they were more toned then they had ever been with him as a full drake. His muzzle pressed down so that he rested his chin against the soft mound of his full breasts and moaned out.

"Almost..." Mira purred out as her fingers moved to trail right around the edges of his thickening foreskin.

"Oh damn d-don't do that.. n-not yet.." He panted out as a shudder trailed through him. The touch had almost been too pleasurable as the foreskin started to form the thickness that his folds would possess.

"Oh? This?" She purred and pulled lightly around the edges of the skin making him arch up with a sharp high pitched call.

He could feel his voice coming out in a feminine tone as his entire body tensed and his cock pulsed harder against his belly. The veins along his shrinking shaft stood out sharply as the foreskin was being spread open to form a slit. More of his glans was visible as the flesh started to turn a pale silvery color. It glistened in the light while he moved his talons down against the couch. He could almost feel himself tearing at the fabric as his balls pulled up tighter between his legs. A sense of now familiar anticipation flowed through him as he watched the grey furred orbs tightening. The veins stood out in sharp relief along the skin as Mira's muzzle came in closer.

He could feel the heat of her breath teasing against him as she nuzzled close against them. Her tongue rolled lightly against one as it pulled in tight against his inner thigh and as she pushed her tongue beneath it he felt an increasing pressure. The tongue flicked beneath them as he felt it starting to shrink slightly. He could see her red tongue curling around it as it became smaller against the rise of her tongue. The heavy orbs that had been between his thighs compressing while she teased them leaving his cock pulsing just above the forming slit between his thighs. It was little more than an inch long and about as thick as it started growing more silver.

His view of what remained of his cock was taken over by the sight of his balls starting to grow smaller. Mira spread her lips to wrap around one of them briefly and pushed it onto her tongue as she suckled around him. As she pulled free he could see that they were growing smaller and the skin tightening against them. It grew to the point of pressure as they seemed to tuck up tighter between his thighs and as the tongue teased them he swallowed roughly. It was something like the sensations he had felt last time, but far more sharply as he felt himself shivering in anticipation of what was going to happen.

"Now these are much more the thing." Mira murmured before her lips parted.

"Oh fuck!" He let out a feminine cry as the lips spread open wider and slipped his balls into them.

Not just one, she was able to fit both of them as she suckled around them and her fingers moved up to trail along his cock. No, his clit, he could see it disappearing between the soft thick folds of his silvery sex. The tongue pushed up just between his balls as they pulled in close to each other and started to slide inwards to tug up against the inside of his body. Her lips parted and let the furred orbs slip free as he watched them growing more compact and pulling themselves snugly between his legs. He could see them, little more than the size of plums as they started to shift in between his legs and pull inwards. The fur started to smooth out and the crease fading as they pulled into his body.

Kurt's cry came out throatily, and with a hint of triumph as he felt his former testicles being pulled into his body. The six pack of his abs started to tense down as the orbs were pulled in deeper to pave the way for something more than just what he had possessed. Tubes started to form as the testicles formed a set of ripe ovaries and more. His entire lower body felt on fire with throbbing desire as Mira's lips reached down and coiled around his silvery clit. She gently stroked against it and wrapped around it as he arched, no she arched her back against it. Her eyes squeezed shut as the warmth blossomed along her lower belly.

The tongue that probed against the nerves along her clit dipped down as the muzzle nestled between her thighs. The light brush of the tongue tip suddenly pushed inwards as her folds spread and Kurt felt her passage spreading open around the slippery appendage that plunged into her newly formed passage. The penetration made her entire body tense as she moved her legs in to tug against the curved shoulders and push upwards. The slender tongue tip lavished slow strokes along her sensitive passage while she tried to stifle a groan unsuccessfully. It was nothing like having a cock. It gently probed places inside of her that left her trembling with pleasure.

Mira's low purr thrilled along her body as the muzzle rubbed against her enflamed clit and she flushed hotly as she could feel herself growing wet. More, she could watch as Mira's muzzled showed a gleam of wetness. The sweet scent of female filled the air as the tongue slowly worked in and out. The movements rippled through her passage and made her close her legs slightly on either side of the red dragoness' muzzle. Her stomach started to tense up as she rocked her hips slowly up and down in time to plunging penetrating tongue that teased and kept her on edge.

Mira's breath tickled against either side of her mound as the tongue suddenly started began to move faster and harder. The slippery appendage tugged along her outer folds and left her squirming against the couch as she could feel her own wetness escaping. Mira's fingers moved up to dig lightly against either side of her hips as the steady stimulation pushed her over the edge. Kurt arched her back upwards and let out a sudden harsh cry as her inner walls clenched down tightly in reaction to the first wave of the orgasm that rolled through her.

She squeezed her eyes shut and moaned out as the rippling sensations started to clench down eagerly around the tongue. She squeezed and pulled around it while her body trembled through the unfamiliar sensation. It was nothing like cumming as a drake, nothing at all like it. It made her entire body shake as she tried to push her hips up a bit more securely against Mira's while the red dragoness worked with lazy strokes of her long agile tongue. Each stroke made her ride through another tremor of pleasure before the red furred damp muzzle pulled backwards with a purr of pleasure.

"Much better, my dear." Kurt opened her eyes as her breasts rose and fell with each rapid breath. Mira's eyes were dancing with amusement.

"Y-yeah much better. Oh hell, that was.. that was amazing." She flushed slightly. Amazing didn't even cover it. She looked down at the silver glistening folds between her legs and felt another tremor of anticipation run through her.

"I think it'll be more amazing when you see what I bought for you to wear tonight." Mira ran her fingers along Kurt's inner thigh forcing another little cry from her lips. "After all, we want you to look your best for the club..."

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